EX-4.32

EX-4.32 2 d252895dex432.htm EX-4.32 EX-4.32

Exhibit 4.32

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1. Shipbroker ITOCHU CORPORATION TOKBR Section, 5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo, 107-8077, Japan BIMCO STANDARD BAREBOAT CHARTER CODE NAME : “BARECON 2001” PART I 2, Place and date In New York, U.S. 21” February, 2022 3. Owners / Place of business (Cl. 1) Kotobukl Kaiun Co., Ltd. / Yutoku Kinkai kisen Co., Ltd. / Kotobuki Shipping Corporation, S.A. 4, Bareboat Charterers / Place of business (Cl. 1) Kloimar NV, 5 Sulkerrui, 2000 Antwerp, Belgium and, White Narcissus Marine S.A 53rd Street Urbanlzaclon Obartio, Swiss Tower, 16th Floor, Panama, Republic of Panama 5. Vessel’s name, call sign, flag and IMO number (Cl, 1 and 3) M/V NAVIOS ASTERIKS, 3E3421, Panama, 9304253 6, Type of Vessel Bulk Carrier 7. GT / NT 40,014/25,301 8. When I Where built 2006, Sasebo Heavy Industries Co., Ltd. 9. Total DWT (abl.) In metric tons on summer-freeboard 76,801 MT 10. Classification Society (Cl. 3) Lloyds Register (LR) 11. Date of last special survey by the Vessel’s classification society April 24th, 2020 12.-Further parlioulare of Vessel-(also- indicate minimum-number of months validity of class certificates agree also to CL.3 Cargoes to be carried; All lawful cargoes within the Vessel’s capabilitios/Class, IMO, flag, her insurance 13. Port or Place of delivery (CI.3) As per Clause 5 of the MOA (as defined in Clause 1 hereof) 14. Time for delivery (Cl.4) As per Clause 5 of the MOA See Also Clause 32. 15. Cancelling date (Cl.5) N/A 16. Port or Place of redelivery (Cl. 3) At one safe berth or one safe port in Japan/Singapore range In the Charterers option In case the PO is not exercised otherwise, worldwide tn Charterers option 17. No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) Minimum 3 months 10, Running days’ notice if other than stated in CI.4 N/A 19. Frequency of dry-docking Cl. 10(g) As per Classification Society and flag state requirements 20. Trading Limits (CI.G) Trading Limits: always safely afloat world-wide within International Navigation Conditions with the Charterer’s option to break same paying extra insurance, but always in accordance with Clause 13, 40 and 56. in case of calling/passing war risks area, Charterers will make reasonable commercial efforts to submit prior notification to the Owners. Any other country designated pursuant to any International (including U.N. / (U.S. /EU / UK) or supranational law or regulation Imposing trade and economic sanctions, prohibitions or restrictions (which may be amended from time to time during the Charter Period) to bo excluded. 21. Charter Period (Cl. 2) Five (5) years with up to 3 months more or 1 month less in Charterers’option (See Clause 34) 22. Charter hire (Cl. 11) See Clause 35 23, New class and other statutory requirements (state percentage of Vessel’s insurance value acc. to Box 29 (Cl. 10(a)(ii)) N/A 24. Rate of interest payable acc. to Cl.11(f) and, If applicable, acc. to PART IV N/A 25. Currency and method of payment (Cl.11) United States Dollars payable calendar monthly in advance 26. Place of payment; also state beneficiary and bank account 27. Bank guarantee / bond (sum and place) (Cl. 24 (optional)

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To be advised N/A 28. Mortgage(s). if any (state whether Cl 12(a) nr (b) applies, if 12(b) applies, state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12) See Clause 44 29 Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to CL 14(k)) (also state if Cl.14 applies) See Clause 40 30 Additional insurance cover, if any, for Owners account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A 31. Additional insurance cover, if any, tor Charterers account limited to (Cl. 13(b) or, if applicable, CL 14(g)) See Clause 40 (c) 32. Latent defects (only to be filled in if period other than stated in CI.3) N/A 33. Brokerage commission and to whom payable (CI.27) N/A 34. Grace period (state number of clear banking days) (Cl. 28) See Clause 41 35. Dispute Resolution (state 30(a), 30(b) or 30(c). if 30(c) agreed, Place of Arbitration must be stated (Cl. 30) London 36. War cancellation (indicate countries agreed) (Cl. 26(f)) N/A 37. Newbuilding Vessel (indicate with ‘yes’ or no whether PART iII applies) (optional) No 36. Name and place of Builders (only to be filled in if PART III applies) N/A 39. vessel’s Yard Building No. (only to be filled in if PART III applies) No 40. Date of Building Shipbuilding Contract (only to be filled in if PART III applies) N/A 41. Liquidated damages and costs shall accrue to (state party acc. to CL 1) a) N/A b) N/A 42. Hire/Purchase agreement (indicate with yes or no wnether PART IV applies) (optional) N/A 43. Bareboat Charter Registry (indicate witn yes or no PART IV applies) (optional) Yes in Charterers’ option 44 Flag and Country of the Bareboat Charter Registry (only to be filled in If PART V applies) Seo Clause 37 45 Country of the Underlying Registry (only to be filled in it PAR) V applies) 46 Number of additional clauses covering special provisions, if agreed Clause 32 to 56 inclusive PREAMBLE—It is mutually agreed that this Contract shall be performed subject to the conditions contained in this chareter which shall prevail over those of PART II to the shall only form part of this charter if expressly agreed and stated in boxes 37.42and 43. if part iii and/or part iv and or part apply , it is further agreed than in the evnt of a the event of such conflict but no further Signature (for and on behalf the ‘ Owners) Signature (for and on behalf of the Charterers) By: Shintaro Itadoko Title: Attorney-in-fact GEORGIOS PANAGAKIS Title: Attorney-in-fact

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1. Definitions BARECON: 2001” Standard Bareboat Charter In this Charter, the following terms shall have meanings hereby assigned to them: 1 the 2 3 HOURS after the cancolling date stated in box 15 falling which this charter shall remain in full force and effect 67 the Owners” shall mean the party Identified in Box 3; 4 the Charterers’’ shall mean the party identified In Box 4’ 5 cancelling date the owners may The Vessel” shall mean the vessel named In Box 5 and 6 vessel should be ready also with particulars as stated In Boxes 6 to 12 â– 7 the vessel should be ready give notise therefore 71 Financial Instrument” means the mortgage, deed covenant or other such financial security Instrument annexed to this Charter and stated in Box 28 of 8 as 9 in io-tiis.-Girartorer^asking.whetiie^they-will.nxereiseiimir 75 tjption.ohsuHGelliAg.,:md—lhe- op!lt>rt—must —lherr—be 73 deelared-wllhift-efle-tiimdred-and-sIxly^igM-^) 74 â– â– bus- means the Memorandum of Aarenmant ’ entered into between the Owners as buyers and t Charterers as Sellers dated 21”’ February 2022 respect of the Vessel. banking” day shall mean the day days Identified he in In ^Venth-dayafter eadiness-daye^iatad^ftZuha 79 “Total Loss” shall mean the situation identified 4*1*40 (a) in da^Mfiata^imB^l^faMhapufpeworth^TOe^9 9? Clause-6t!<’’ll-be-wllhoul B2 2. Charter Period 11 12 rs 13 6. re 14 sr 15 have on the owener under the charter . ellWwlse 83 In consideration of the hire detailed In Box 22. the Ownn have agreed to let and the Charterers have agreed to hh the Vessel for the period stated in Box 21 fthe “Chart, i 6ncd Trading Restrictions „85 The Vessel shall be employed in lawful trades for the 86 carriage of suitable lawful merchandise within the trading 97 limits indicated In Box 20. a The Charterers undertake not to employ the Vessel or flfl 3. Delivery Also See Clause 32 16 The Vessel shall be delivered and taken over by the Charterers as per Clause 32 17 suffer the Vessel to be employed otherwise than in 90 conformity with the terms of the contracts of Insurance 91 â– f 18 (incHJding any warranties expressed or implied therein) 92 without first obtaining the consent of the Insurers to such no ^erctee-due-dillgenee-tg-make-llie-Vessel-seawfirWw-and 20 employment and complying with such requirements as to 94 extra premium or otherwise as the insurers may 95 prescribe, J The Vessel shall be delivered by the Owners and taken 23 The Charterers also undertake not to employ the Vessel 97 over by the Charterers at the port or place indicated in Box 24 13 lH-BU<3h.r0ady.eafe4Mrth-a&.lha:Clwrfhfnra.lniil,dlm,ll XL is suffer her employmentwhich 98 Is forbidden by the law of any country to which the Vessel on (0) The Vessel shall be properly documented on 26 orahihitart “n iS °the™ISe ‘IW °r in carr7ln9 ilBclt or 100 delivery In accordance with the laws of the flag state and the requirements of the prohibited goods or in any manner whatsoever which 101 f 28 may render her liable to condemnation, destruction 102 seizure or confiscation. ‘ ^03 Notwithstanding any other provisions contained In this 104 Charter it is agreed that nuclear fuels or radioactive 105 products or waste are specifically excluded from the IOR i 29 30 31 32 33 ef-monthMgreeddft-Box-Tar -ftmww °f carriad under this 107 34 usedor—-Intended—to-Tre—ustid—.ter-any-tenduslr lai- log cortimfiH’lalj-agrieuitumi-medical-or-BoirmtifiZpnrp^^n 110 Ovmers-oMiaati0ns-unrtar-ihir_.c<,..^o~> 35 36 37 111 38 39 7. 40 41 42 43 Survoys on Delivery and Redellvery ^4 implied wit the respect but the owners ^b^”^,r’’_bir:f~®Jf’f^of--btit—ri0t-4li0—time—for—repair s-or The Owners and Charterera’ha^e the^ight ff^iTeaah 116 appointing surveyors for the purpose of determining and 117 agreeing In writing the condition of the Vessel at the time 118 of delivery and redeiiveiy.disreundefo The Owners shall 119 bear all expenses of the On-hire Survey includlno loss of 120 44 45 46 47 Time for Delivery See Clause 32 “ “ timeJf any, and lhe Charterers shall bear all expenses of 121 the Offhlre Survey Including loss of time. If anv at th« irm 48 49 dally equivalent to the rate of hire or pro rata thereof. 123 UH 106^ dr li-g we 50 3. Inspection 51 52 53 54 55 56 The Owners shall have the right maximum twice per year 125 (and more time in the case of necessity) maximum 126 twlw-peryear at any time after giving reasonable nolice 127 ^rtding^daye! to tne Charterers to inspect or survey the Vessel or 128 instruct a duly authorised surveyor to carry out such survey on their behalf:- provided it does not interfere tobtrToady-foadellveryr- ‘ “ a The-^ymorfxfiimllteep-llieCharterarmcloeelyridvieed-of 58 59 with the operation of the Vessel and/or crew 129 (a) to ascertain the condition of the Vessel and satisfy 130 themselves that the Vessel is being properly repaired m Cancelling and maintained. The costs and fees for such inspection 132 (not appItaaWii whtui FAR I III tip/ilioi;, ac Mxitod In Box J/J 61 62 63 64 65 or survey shall be paid by the Ownm-tmteBsilm-Vessel 133 ic-toiind-to..require ropalrc or maintenance In ordor-to 134 aGhieve-lho-sondiiiomso-providad;- , 3S (^Wn-^f)i^G!^lf“thb^ltartorare-hav0—n0Mqh<f0eked 130 ©WRersmotiGoret^aneGltalte^

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PART II imADErnM anni” Rtnnriard Bareboat Charter “BARECON 2001”
Standard (C)--4or-afiy-^teef-60mmerelal-tea&0A-‘hey--e0aeidw 1 necessary-f
providetf-iL dees-noh-unduly-inlwfefef- w> tMhe 40 somu-wreiakapewliQR-of-tlie-
\Vessalb-the-eesteand-lee for—such-inspection -and survey shall be paid by the 142
AlkTintime ed-te-recpeet-ef-inspeGtien^Aey-OF-repatte 44 shalP-be-fw-the-
GhartaFer^-accounlantMafm-pafl-of-we 145 Charter-Period. ..... The Charterers shall also permit the
Owners to inspect the 47 Vessel’s log books maximum twice per year (and more 48 time in the case of
Necessity) maximum-twm^per year 49 whenever reasonably requested and s^a” Ii renuired by the
Owners furnish them with full information 151 “Th7“charterera shall make and maintain all 213
arrangements by bond or otherwise aa b* 214 necessary to satisfy such requirements a ‘^
Charterers 2 5 sole expense and the Charterers shall indemnity he 2 6 Owners against all
consequences whatsoever {including 21 loss of time) for any failure or inability to do so.
2« rm operation of the Vessel—The Charterers shall al 219 their own expens
e and by their own procurement man 220 victual, navigate, operate, s
upply, fuel and, whenever 221 required, repair the Vessel during the
Charter Period and 222 they shall pay al! charges and expenses of every kind 223 and nature
whatsoever incidental to their use and 224 operation of the Vessel under this Charter,
including 225 annual flag stale fees and any foreign general 226 regarding
any casualties or other accidents or damage to 9. the Vessel. 153
municipality and/or state taxes. The Master, officers and 22/ crew of the Vessel shall be the
servants of the Charterers 228 for all purposes whatsoever, sven-tf-ter-any-reason 229
inventories, Oil and Stores SEE CLAUSE ox A-complete- Inventeity-oCItw-VesseFc-enlire
-eqmpnwnF. Oinfi:—inrJudmg-spar0-parlt^ppfence&-and..ef-ab 156
consumable-steree-on-board-the-Me&sel-shall-ba-made 157 by-the-Chartefers-in-
eonjiinrstimvwilh-rtha-Ownef&on 158 chaeters and the owners
respectively shall at the 160 tjme ^f-delivery-and-ffideliver y-teke-aver-and-pay-tef-all
61 bimkersT-lubFicattng-oil^Rbfoaolwd-pwvusioFiST-pmHfc 162 r operk-and-Dther-
eonsumabte^lore^cludlng-cpaf e 63 parts in the said vessel at the then current market
pricesat the-ports-of deiivery and-redehvary r«^y-The 65 officers and crew in force
in the country of the Vessel s . flag or any other applicable law ; (c) The Charterers
shall keep the Owners and the , mertgageeW advised of the intended employment ,
planned dry-docking and major repairs of the Vessel, as . reasonably required. flag

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less than once during the period slated in Box 19 or if Box ‘efl blank| evefV sixly (60) calendar months 297 tier delivery or
such other period as may be required by 288 the Classification Society or flag state. 289 and machinery, war and
Protection and Indemnity risks 359 and any risks against which it is compulsory to insure for 360 the operation of the
Vessel, including maintaining 361 financial security in accordance with sub-clause 10laifiiih Th? 11. Hiro SEE CLAUSE 35 (a)—Tho-Ghartoffirs-shall-pay-hrre-dua-ta-the-ejvng 91punetually-in.-accordance-with-ttre-termeoLfois-Gharter-iA 292 respeelof-
whichtimeshall-beafllieeccenco 293 in underwriter’s standard form as the Owners have 363 received,
reviewedwhieh—approval-shalL not be 364 shall-m -wrdsng. -approver whioh-appreval
-ehall-not-be 366 unreasonably—withheld. Such insurances shall be 367 ^“Vesseka-
lump-€unvfn-ihe^ni0iiAt>HidiGated-in-Box22 2Qs arranged_by the Charterers to protect the interests
of 368 days-m-advafic&.-the-fiFBt-lump-sum-beiHg.payable-en.tise 297 ^ate~ahd-h0unsMhe-

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policie&allacliett-herelo-The-Ownefs-andtemnsurefs-shall 432 not- have-eny-right-of-reaovery-of-eubrGgation-agarnel-the
433 Ghartorers-on asoount-oMoss-of oMny-damage-to-lhe 434 Vessek-or-her-maGhifieFy—435
BUBh-kisuraAGe-of-on-aeoounl-of-paymente-made-te 436 disGharge-Glaim&jgainal-or-febilities-
GMho-Messel-or-tho 437 Ownesfraevered-by-ouoh-lfiouraHeeF insofanee-polistab 438 indieated-
in-Gox-SSr- na (I) — NetwilhetaHding-anything-Gontained-in-sub-GlauBe 508 Wfa)-.-it-4e-agre«
Mhal-iHideFthe-pr0v(6ionsef-Glause-1< 509 if-anPiiGabler-lhe-Ownwe-6hall-keep-(h&-
Vescel-&-GtaGS 510 fully-up-lo-datewilh-the-GlassifiGation-Sesiety-indiGatedun 511 RoxtOand
-maintain-all-dlheh-neGWcary-Gertificates-in 512 fofce-at-alUimesT BMt-eweMhe-Qwwfp-atid-
.lhe-QtartefBrB-MGdrtmg-to 439 their-respeelsvo-lFiterestG.—— 44,( “ Redelivery ALSO SEE CLAUSE 45 514 At
the expiration of the Charter Period the Vessel shall 515 be redelivered by the Charterers to the
Owners at a safe 516 berth or anchorage at a safe port and ice-free port or 517 place as indicated in
Box 16, in such readv safe berth as the Owners may direct. The—i insured—by-lhe—Charterers
—at—their—expense—against 442 Pr0teetian-and-lRdemnity-riste-(antl-awy-n6kG-xMF*iHet
443 whiGh-iL-i6-aompulsery-to-insure-fsr-the-operation-et-lhe 444 Vessel—including—maintaining
—financial—secHfrty-ari 445 Charterers shall give the Owners not less than thirty 519 a6GefdanGe-

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(b) If the Vessel be arrested ar otherwise detained by 577 reason of a claims or claims against the Owners, the 57a Owners shall at
their own expense take ail reasonable 579 steps to secure that within a reasonable time the Vessel is 500 released, including the
provision of bail. 534 In such circumstances the Owners shall indemnify lhe 582 Charterers against any loss, damage or expense 503
incurred by the Charterers (including hire paid under this 584 Charter) as a direct consequence of such arrest or 585
detention 25. Requisltion/Acquisition ALSO SEE CLAUSE 40 (a)/(b) 847 (a) In the event of the requisition for
Hire of the Vessel 648 by any governmental or other competent authority 649 (hereinafter referred to a “Requisition
for Hire”) 650 irrespective of the date during the Charter Period when 651 “Requisition for Hire” may occur and
irrespective of the 652 length thereof and whether or not it be for an indefinite 653 or a limited period of time,
and irrespective of whether it 654 may or will remain in force for the remainder of the 655 Charter Period, this
Charter shall not be deemed 656 18. Lien thereby or thereupon to be frustrated or otherwise 657 The Owners to
have a lien upon all cargoes, sub-hires and 588 sub-freights belonging or due (0 the Charterers or any 589 sub
-charterers and any Bill of Lading freight for all 590 claims under this Charter, and lhe Charterers to have a 591

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PART II “BARECON 2001” Standard Bareboat Charter yeSKeL-a-lir-&t filasc-
banli-guaranteo- or borto-m-thft curn and-aHheplaGe-tee-indreated-in-Box-iZas-guaranlee-lef
ftiH-perferreanGe-oUheiftebligatiofi&-isneier-thi& Charier.—

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shall--bB..fgiinl)ure9dl>y-llia-Ghar!eitirs-to.|hf)-Gwti0real 720 ivmbGrof-fJaycrstatad-in-Uox..;i4of-ll
wirreceivlnr I 795 (e) The Charterers shall have lhe liberty: 722 (i) to comply with all orders, directions,
723 recommendations or advice as to departure, arrival, 724 ina-tiwners-iiotiGO-atr-providfidrhereinj-
shall-entitle 79a tliH Ownetsto-wifhdraw-lhaJ/osseWruin-ll’u sarviGe 797 of-lhe-Charter0rs-and lfirffilna|0-lhp-Chaitef..wKhoui 798 fuFlheFnollhrw . routes, sailing
In convoy, ports of call, stoppages, 725 destinations, discharge of cargo, delivery, or in any 726 (II)—
lii&Gharferere-felhlcMiomiiiy-wlHFlho-rotiuiramente i 800 other way whatsoever which are given by
the 727 government of the nation under whose flag the 728 801 802 vessel sails, or any other government,
body or group 729 803 whatsoever acting with the power to compel 739 compliance with their orders or directions’

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hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the
Vessel as soon as reasonably practicable following lhe termination of the Charter. The Vessel shall be deemed to be repossessed
by the Owners from the Charterers upon lhe boarding of the Vessel by the Owners’ representative. All arrangements and
expenses relating to the settling ofwages disembarkation and repatriation of the Charterers’ Master, officers and crew
shall be the sole responsibility 859 860 861 862 363 864 865 666 867 868 869 Contract. In .me-caseof -a
-dispule-in-reepest-of-which arbitration has-bean-commenced-under (ap -(IO oMte-abovsr-tlw following
-shallapply- (i) g^er-parly-may-al anyHime-nnd-from-limo .to time-elecl-to-refor-lhe-dispute-or-paFt of-
lhe dispute to^edialHjo-Py-cemi&a-cm-the-otiier-par-iy-of-a wfittsn-nelice-ithe-^MedlaliOA-t’tetice^-f
calling-on the other, party-lo-agree-ta-inadialicrm (jj.) p1e_olher-party-&hall-theraupon-witAin1’l.-calentlm:

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“0ARECON 2001” Standard Bareboat Charter PART III PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(Optional, only to apply if expressly agreed and stated in Box 37) 4-r S pocifioa tioiiG-and-Shipbuiiding-Qoiitraot (a) —
ThB—Veasel-shalhbB-ooasti iiGted-in-aGGordanGe-willi the-Buildirig-ShipbuildiHg-Contra ehTheraafter-callod-tetie
Shipbuilding—Buildmg-Gonlractip-as annexed to—this Charter— mado-between-the-Builders—and -the
—Sellers Swnefs-and-in-aGGerdanGe-wilh-tho-speeifiGaltene-and plana—annexed—lherete;—such
—Building—Contete; + 1 4 6 6 and-upon mirf-alte-’ ciich-awentanGeT-Bnbjeei-io Gtauee 69 1 (df.-the-GIrm
tu,-ere shall-rrot-be-entitled |O_t)>e6 ,ni(y 6teim-0gain6t-lhe-Gwnero-in-fespeGt-of-aay-coaditionG- 74
representations—or—warranties—whether— express—or 72 impliedr- ae -ie-the seaworthiriesieMhe
Vese.Bl . m-in 73 respaGt-of-detey-m-deiivery, ?J] (b)—-If-fer-any- reassn-othee lhan a-default-bv-

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11 BARECON 2001” Standard Bareboat Charter PART IV HIRE/PURCHASE AGREEMENT (Optional, only to apply if
expressly agreed and stated in Box 42) Oa-expiralion-of-thie GhaFter-aad-pFevided-the-Gharlefers 1 ln-ex€hafige—for
—pay»wi-UMhe-a6t-GfMh in&!almeAHlie-SeHer&-ahalMurHi4he Buyers- wilh-a-BiH 28 29 have-fulfilled-their-
obligations according le-PART-l-anae 3 Sldely-attesled-aAd-legafisedogethoi-wilh-a ceFtifi63le-set1ing-oul-lhe-
registered-enGumbFance6;-4f any—On-delivery-ot-the-Vessel-the-Sellersehalt-provida fnniaiedon-hf-die-Vessaldrma-
the-Ship’s-Regicier- and deliveF-a-ceFlificateGldeletion lodheuyefS- 30 31 paymerrt-ot-lhe-lipal-payrnenl-of-hire-as-per -
Clause 44 the GhaFterere—have—purchased—the—Vessel-with 4 5 6 32 33 34 35 fOR 7 hi-the-follewing-pafaftxaphs-the-

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“BARECON 2001 ” Standard Bareboat Charter ( PART V PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT
CHARTER REGISTRY (Optional, only to apply if expressly agreed and stated In Box 43)
1. Boflnitfone 1 l;0r-lfie--pui:posa-af-(hl8-RAR-T~Vlthe4ollQwlna,(oj,mc-6lia|[ 3. 2
TafmlnattomoTChartarbyDofauit If-lhp-Veaseliteartereil-iindarlliteCharloi’Icrogialarntt-ln
17 18 3 4 5 6 7 0 9 10 11 a-Bareboat-GharteF-R0gi6lq<-ee-6tete{LlR-g0M4T-ancMf Ihe-
Owiwe-shalMefaiilt-teteie-paymsiM-of-ariy-amounte (too-under-lh»-tetef[gage(&}-spbcifiad-
irr-tiox-28,-tho Ra(]lstry-as-6howrHrvl3ox-45.- wlying ln-fhe-.ovenl-of-fho--VfieBe|.-balng.delale4-1rom-lhe l3arel)oat-GhafloFRogistry-a&-r,tatedln-Box-44,<iijr>.iIr..-J 19 the-slate-w|)06«-flag-llteVeBs
8l-wilUly-endlnwl)icln|lie < 20 21 22 23 Ownei&-aiuitowhl6h-j(iriMllGtion-antfcontfol-oHl»e-
VeGsel will—rovart—upon—termination.-pf—(iip—gareboal-Gttartef 24 25 26 27 12 (hie-wtoer-
themorl<jage(te,-theCharlerere-shalkhava lhe 28 2. Meftga0o-~Soo-cfaiisa44 -The^essel-elw 13 14
15 fight—te--terfflinate-~thi&—GhaFteiMorlhwite-aiid-wlfliotit prejitofeMteaiiy-otew-clain
Hhey-may-ltovmngainoHhe Qwnere-uriderthisGhiiiter. 29 30 31 ehall-apply. 16

Additional Clauses

the Bareboat Charter Party dated 21^st February, 2022 (this “Charter’’) by

Kotobuki Kaiun Co., Ltd. / Kotobuki Shipping Corporation, S.A. / Yutoku

Kinkai Kisen Co., Ltd. as owner (the “Owners”) and

Kleimar NV / White Narcissus Marine S.A. as charterer (the “Charterers”)

in respect of MV “Navios Asteriks” (the “Vessel”)

32.

DELIVERY

(a) The Charterers shall take delivery of the Vessel under this Charter simultaneously with delivery by Charterers as sellers to the Owners as buyers under the MOA, and the Owners shall be obliged to deliver the Vessel to the Charterers hereunder in the same moment as the Owners is taking delivery of the Vessel under the MOA.

(b) The Owners warrant that the Vessel, at time of delivery, is free from all charters except for the time charter in place at the time of delivery, encumbrances, mortgages and maritime liens or any other debts whatsoever, other than (i) those incurred prior to the delivery of the Vessel hereunder, (ii) this Charter and (iii) the mortgage over the Vessel, assignment of insurance in respect of the Vessel and the assignment of the charter hires in respect hereof in favour of the Mortgagee.

(c) The Vessel shall be delivered under this Charter in the same condition and with the same equipment, inventory and spare parts as she is delivered to the Owners under the MOA. The Charterers know the Vessel’s condition at the time of delivery, and expressly agree that the Vessel’s condition as delivered under the MOA is acceptable and in accordance with the provisions of this Charter. The Vessel shall be delivered to the Charterers under this Charter strictly “as is/where is”, and the Charterers shall waive any and all claims against the Owners under this Charter on account of any conditions, seaworthiness, representations, warranties expressed or implied in respect of the Vessel (including but not limited to any bunkers, oils, spare parts and other items whatsoever) on delivery.

33.

ISM CODE

During the currency of this Charter the Charterers shall procure at the costs and expenses and time of the Charterers that the Vessel and the “company” (as defined by the ISM code) shall comply with the requirements of the ISM code. Upon request the Charterers shall provide a copy of relevant documents of compliance (DOC) and safety management certificate (SMC) to the Owners. For the avoidance of any doubt any loss, damage, expense or delay caused by the failure on the part of the “Company” to comply with the ISM code shall be for the Charterers’ account.

34.

CHARTER PERIOD

(a)	The Owners shall let to the Charterers and the Charterers shall take the Vessel on charter for the period and upon the terms and conditions contained herein.

(b)

Subject always to the provisions hereto, the period of the chartering of the Vessel hereunder (hereinafter referred to as the “Charter Period”) shall comprise (unless terminated at an earlier date in accordance with the terms hereof) a charter period of Five (5) years from the date of the delivery of the Vessel by the Owners to the Charterers under this Charter (the “Delivery Date”) with up to three (3) months more or one (1) month less in the Charterers’ option, provided always that the chartering of the Vessel hereunder may be terminated by the Owners pursuant to Clause 41 or shall terminate in the event of the Total Loss or Compulsory Acquisition of the Vessel subject to, and in accordance with provisions of Clause 40.

35.

CHARTER HIRE

The Charterers shall, throughout the Charter Period, pay charter hire (“Charter Hire”) to the Owners monthly in advance at the agreed following rate by telegraphic transfer for each successive period of a month commencing with the Delivery Date and with subsequent installments at monthly intervals after the date of payment of such first installment by and until the redelivery of the Vessel. Time is of the essence for payment of the Charter Hire under this Charter.

1^st - 5^th Year USD 7,150 / day

No address commission.

36.

PAYMENTS

(a)	Notwithstanding anything to the contrary contained in this Charter, all payments by the Charterers hereunder (whether by way of hire or otherwise) shall be made as follows:-

(i)

not later than 11:00 a.m. (New York time) on one Banking Day prior to the date on which the relevant payment is due under the terms of this Charter: and

(ii)

in United States Dollars to THE JUHACHI-SHINWA BANK, LTD. (or such other bank or banks as may from time to time be notified by the Owners to the Charterers by not less than fourteen (14) days’ prior written notice) for the account of the Owners.

(b)

If any day for the making of any payment hereunder shall not be a Banking Day (being, for all purposes of this Charter, a day on which banks are open for transaction of business of the nature required by this Charter in Japan, Piraeus/Greece, London and New York) the due date for payment of the same shall be the immediately preceding Banking Day.

(c)

Subject to the terms of this Charter, the Charterers’ obligation to pay hire in accordance with the requirements of Clause 35 and this Clause 36 and to pay certain amount of insurance benefit pursuant to Clause 40 (e) and to pay the Termination Compensation pursuant to Clause 42 shall be absolute irrespective of any contingency whatsoever, including (but not limited to) (i) any failure or delay on the part of any party hereto or thereto, whether with or without fault on its part, other than the Owners, in performing or complying with any of the terms or covenants hereunder, (ii) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owners or the Charterers or any change in the constitution of the Owners or the Charterers or any other person, (iii) any invalidity or unenforceability or lack of due authorization of or other defect in this Charter, or (iv) any other cause which would or might but for this provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter.

(d)

In the event of failure by the Charterers to pay on the due date for payment thereof under this Charter, or in the case of a sum payable on demand, within Five (5) Banking Days of the date of demand, any hire or other amount payable by them under this Charter, the Charterers shall pay to the Owners on demand interest on such hire or other amount from (and including) the date of such failure to (and including) the date of actual payment (both before and after any relevant judgment or winding up of the

Charterers) at the rate to be the aggregate of (i) two & one-half per centum (2¹⁄₂ %) and (ii) the London Interbank Offered Rate for US Dollar deposits of not more than one month’s duration (as selected by the Owners or their funders in the light of the likely duration of the default in question) (as such rate is from time to time quoted by leading banks in the London Interbank Market).

Interest payable by the Charterers as aforesaid shall be compounded at such intervals as the Owners shall determine and shall be payable on demand.

(e)	Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

(f)

In this Charter, unless the context otherwise requires, “month” means a period beginning in one calendar month (and, in the case of the first month, on the date of delivery hereunder) and ending in the succeeding calendar month on the day numerically corresponding to the day of the calendar month in which such period started provided that if there is no such numerically corresponding day, such period shall end on the last day in the relevant calendar month and “monthly” shall be construed accordingly.

37.

FLAG AND CLASS

(a)	The Vessel shall upon the Delivery Date be registered in the name of the Owners under the Panamanian flag.

(b)

The Owners shall have a right either to transfer the flag of Vessel from Panama to any other registry or to require the Charterers to transfer the Vessel’s classification society both changes with the prior written consent of the Charterer. The Charterers shall, at any time after the Delivery Date and at the Charterers’ expense, have the right to transfer the Vessel’s classification society from Llyod Register (LR) to any other classification society at least equivalent to LR.

(c)

Further, in the event that the Charterers need to change the flag of the Vessel, the Charterers can change the flag with the Owner’s consent, which should not be unreasonably withheld, provided however that any expenses and time (including but not limited to legal charges for finance documents for the Mortgagee) shall be for the Charterers’account.

(d)

Subject to the Charterers’ supplying the standard de-registration agreement reasonably satisfactory to the Mortgagee and with the prior written consent of the Owner which shall not be unreasonably withheld, the Charterers are entitled to establish the standard bareboat registration on the Vessel at the costs, expense and time of the Charterers.

(e)

If during the Charter Period there are any modifications, improvements, structural changes or new equipment made to the Vessel which are compulsory for the Vessel to comply with change to rules and regulations and/or new requirements (including but not limited to IMO) to which operation of the Vessel is required to conform, the cost, time and risk relating to such modifications shall be for the account of the Charterers.

(f)

All operational cost including required cost in relation to Vessel’s flag (such as tonnage tax, insurance and crew certs etc) would be for Charterers account. However, the Owners’ financing cost and cost for registration and discharge of their mortgage and other security documents in respect of the Vessel would be for Owners account, and Owners and Charterers shall equally bear initial registration cost to Vessel’s flag under Owners’ name. For the bareboat charter and the sale of the vessel, each party should bear its own costs.

38.

IMPROVEMENT AND ADDITIONS

The Charterers shall have the right to fit additional equipment and to make severable improvements and additions at their expense and risk. Such additional equipment, improvements and additions shall be removed from the Vessel without causing any material damage to the Vessel (any such damage being made good by the Charterers at their time and expense) provided however that the Charterers shall redeliver the Vessel without removing such additional equipment, improvements and additions if the Owners consent to such non-removal prior 90 days of the expected redelivery date.

The Charterers shall also have the right to make structural or non-severable improvements and additions with Owners’ prior consents (which shall not be unreasonably withheld) to the Vessel at their own time, costs and expense and risk provided that such improvements and additions do not diminish the market value of the Vessel and are not likely to diminish the market value of the Vessel during or at the end of the Charter Period and do not in any way affect or prejudice the marketability or the useful life of the Vessel and are not likely to affect or prejudice the marketability or the useful life of the Vessel during or at the end of the Charter Period.

39.

UNDERTAKING

The Charterers undertake and agree that throughout the Charter period they shall:-

(a)

use best endeavors to and as soon as practicably possiblenotify the Owners in writing of any Termination Event (or event of which they are aware which, with the giving of notice and/or lapse of time or other applicable condition, would constitute a Termination Event);

(b)

use best endeavors to and as soon as practicably possible notify the Owners in writing of any accident to the Vessel involving repairs the cost of which will or is likely to exceed US Dollars Five Hundred Thousand (US$500,000.00-) or the equivalent in any other currency;

(c)

use best endeavors to and as soon as practicably possible notify the Owners in writing of any occurrence in consequence whereof the Vessel has become or is likely to become a Total Loss (as defined in Clause 40 (e) hereof) or the Compulsory Acquisition (as defined in Clause 25 (b) hereof); or

(d)

use best endeavors to and as soon as practicably possible notify the Owners in writing of any capture, seizure, arrest or detention of the Vessel or requisition for use or hire of the Vessel; or

(e)

supply to the Owners copies of the survey reports issued in respect of such periodical or other surveys as may be required for classification purposes upon requests; or

(f)

provide reasonable documents relating to cargo carried on board the Vessel upon requests in connection with sanction diligence only

40.

INSURANCE, TOTAL LOSS AND COMPULSORY ACQUISITION

(a)

For the purposes of this Charter, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a requisition for hire. “Compulsory Acquisition” shall have the meaning assigned thereto in Clause 25(b) hereof.

(b)

The Charterers undertake with the Owners that throughout the Charter Period:-

(i)

they will keep the Vessel insured in underwriter’s standard form as the Owners shall in writing approve, which approval shall not be unreasonably withheld, with such insurers (including P&I and war risks associations) as shall be reasonably acceptable to the Owners with deductibles reasonably acceptable to the Owners (it being agreed and understood by the Charterers that there shall be no element of self- insurance or insurance through captive insurance companies without the prior written consent of the Owners);

(ii)

they will be properly entered in and keep entry of the Vessel with P&I Club that is a member of the International Group of Protection and Indemnity Association for the full commercial value and tonnage of the Vessel and against all prudent P&I Risks in accordance with the rules of such association or club including, in case of oil pollution liability risks equal to the highest level of cover from time to time available under the basic entry with such P&I (but always a minimum of USD1,000,000,000.);

(iii)

The policies in respect of the insurances against fire and usual marine risks and policies or entries in respect of the insurances against war risks shall, in each case, include the following loss payable provisions:-

(a)

For so long as the Vessel is mortgaged and in accordance with the Deed of Assignment of insurances entered or to be entered into between the Charterers and any mortgagee (the “Assignee”):

Until such time as the Assignee shall have notified the insurers to the contrary:

(i)

All recoveries hereunder in respect of an actual, constructive or compromised or arranged total loss shall be paid in full to the Assignee without any deduction or deductions whatsoever and applied in accordance with clause 40 (e);

(ii)

All other recoveries not exceeding United States Dollars Five Hundred Thousand (US$500,000.00) shall be paid in full to the Charterers or to their order without any deduction or deductions whatsoever; and

(iii)

All other recoveries exceeding United States Dollars Five Hundred Thousand (US$500,000.00) shall, subject to the prior written consent of the Assignee be paid in full to the Charterers or their order without any deduction whatsoever.

(b)

During any periods when the Vessel is not mortgaged and the after the reassignment of the insurances from the Assignee to the Owners:

(i)

All recoveries hereunder in respect of an actual, constructive or compromised or arranged total loss shall be paid in full to the Owners without any deduction or deductions whatsoever and applied in accordance with clause 40 (e);

(ii)

(iii)

All other recoveries exceeding United States Dollars Five Hundred Thousand (US$500,000.00) shall, subject to the prior written consent of the Owners be paid in full to the Charterers or their order without any deduction whatsoever;

and the Owners and Charterers agree to be bound by the above provisions.

(iv)

the Charterers shall procure that duplicates of all cover notes, policies, insurance slips and certificates of entry shall be furnished to the Owners for their custody upon each of the Delivery Date and renewal or change of the relevant insurances of the Vessel or upon reasonable demand by the Owners;

(v)

the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall

(A)

furnish the Owners with a letter or letters of undertaking in relevant underwriter’s standard form and in accordance with the underwriters’ rules.

(B)

supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require: and

(vi)

the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners as soon as practicably possible prior written notification of any material amendment and seven (7) days with respect to suspension, cancellation or termination of the insurances in accordance with the underwriters’ guidance and rules.

(c)

Notwithstanding anything to the contrary contained in Clauses 13 and any other provisions hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis (The Charterers shall have the option, to take out on a full hull and machinery basis increased value or total loss cover in an amount not exceeding thirty per centum (30%) of the total amount insured from time to time) for not less than the amounts specified in column (b) in the table set out below in respect of the one-yearly period during the Charter Period specified in column (a) (on the assumption that the first such period commences on the Delivery Date) against such amount (hereinafter referred to as the “Minimum Insured Value”):


(a)	(b)
Year	Minimum Insured Value
1	US$	13.20 million.-
2	US$	11.20 million.-
3	US$	9.20 million.-
4	US$	7.20 million.-
5	US$	5.20 million.-

(d)

(i) If the Vessel shall become a Total Loss or be subject to Compulsory Acquisition the Chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:-

(A)

immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid as at and up to the date on which the Total Loss or Compulsory Acquisition occurred (the “Date of Loss”) together

with interest thereon at a rate reflecting the Owners’ reasonable cost of funds at such intervals, which amount to be agreed between the Owners and the Charterers and shall cease to be under any liability to pay any hire, but not any other amounts, thereafter becoming due and payable under this Charter, Provided that all hire and any other amounts prepaid by the Charterers subsequent to the Date of Loss shall be forthwith refunded by the Owners:

(B)

for the purposes of this sub-clause, the expression “relevant Minimum Insured Value” shall mean the Minimum Insured Value applying to the one-year period in which the Date of Loss occurs.

(ii)

For the purpose of ascertaining the Date of Loss:-

(A)

an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred:

(B)

a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; and

(C)

Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause25 (b) hereof.

(e)

All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 40, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagees as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagees):-

FIRST, in payment of all the Owners’ costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the aggregate of (i) unpaid but due hire and other moneys (if any) under this Charter and unpaid interest thereon up to and including the Date of Loss and (ii) the following termination sum or pro-rata de-escalation which shall be payable as at the Date of Loss, and


(a)	(b)
Year	Termination Sum
Delivery Date:	USD	13.20 million.-
At end of 1st year:	USD	11.60 million.-
At end of 2nd year:	USD	9.10 million.-
At end of 3rd year:	USD	6.60 million.-
At end of 4th year:	USD	4.10 million.-
At end of 5th year:	USD	1.60 million.-

THIRDLY, in payment of any surplus to the Charterers by way of compensation for early termination.

(f)

The Charterers and the Mortgagee shall execute the “Assignment of Insurances” of which contents and wording shall be mutually agreed between the Owners and the Charterers.

41.

TERMINATION EVENTS

(a)	Each of the following events shall be a “Termination Event” for purposes of this Charter:-

(i)

if any installment of hire or any other sum payable by the Charterers under this Charter (including any sum expressed to be payable by the Charterers on demand) shall not be paid at its due date under this Charter or within ten (10) Banking Days of the date of demand and such failure to pay is not remedied within ten (10) Banking Days of receipt by the Charterers of written notice from the Owners notifying the Charterers of such failure and requesting that payment is made; or

(ii)

Save in circumstances where requisition for hire or compulsory requisition result in termination of insurances for the Vessel, if either (A) the Charterers shall fail at any time to effect or maintain any insurances required to be effected and maintained under this Charter, or any insurer shall avoid or cancel any such insurances (other than where the Charterer proved that the relevant avoidance or cancellation results from an event or circumstance outside the reasonable control of the Charterers and the relevant insurances are reinstated or re-constituted in a manner meeting the requirements of this Charter within five (5) Banking Days of such avoidance or cancellation) or the Charterers shall commit any breach of or make any misrepresentation in respect of any such insurances the result of which the relevant insurer avoids the policy or otherwise excuses or releases itself from all or any of its liability thereunder, or (B) any of the said insurances shall cease for any reason whatsoever to be in full force and effect (other than where the Charterer proved that the reason in question is outside the reasonable control of the Charterer and the relevant insurances are reinstated or re-constituted in a manner meeting the requirements of this Charter within five (5) Banking Days of such cease); or

(iii)

if the Charterers shall at any time fail to observe or perform any of their material obligations under this Charter, other than those obligations referred to in sub-clause (i) or sub-clause (ii) of this Clause 41(a), and such failure to observe or perform any such obligation is either not remediable or is remediable but is not remedied within thirty (30) days of receipt by the Charterers of a written notice from the Owners requesting remedial action; or

(iv)

if any material representation or warranty by the Charterers in connection with this Charter or in any document or certificate furnished to the Owners by the Charterers in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made (and such occurrence continues unremedied for a period of thirty (30) days after receipt by the Charterers of written notice from the Owners requesting remedial action): or

(v)

if a petition shall be presented (and not withdrawn or stayed within sixty (60) days) or an order shall be made or an effective resolution shall be passed for the administration or winding-up of the Charterers (other than for the purpose of a reconstruction or amalgamation during and after which the Charterers remain solvent and the terms of which have been previously approved in writing by the Owners which approval shall not be unreasonably withheld) or if an encumbrancer shall take possession or an administrative or other receiver shall be appointed of the whole or any substantial part of the property, undertaking or assets of the Charterers or if an administrator of the Charterers shall be appointed (and, in any such case, such possession is not given up or such appointment is not withdrawn within sixty (60) days) or if anything analogous to any of the foregoing shall occur under the laws of the place of the Charterers’ incorporation, or

(vi)

if the Charterers shall stop payments to all of its creditors or shall cease to carry on or suspend all or a substantial part of their business or shall be unable to pay their debts, or shall admit in writing their inability to pay their debts, as they become due or shall otherwise become or be adjudicated insolvent; or

(vii)

if the Charterers shall apply to any court or other tribunal for, a moratorium or suspension of payments with respect to all or a substantial part of their debts or liabilities, or


(viii)		(A) if the Vessel is arrested or detained (other than for reasons solely attributable to the Owners or to those for whom, for the purposes of this provision, the Owners shall be deemed responsible, including without limitation, any legal person who, at the date hereof or at any time in the future is affiliated with the Owners) and such arrest or detention is not lifted within thirty (30) days (or such longer period as the Owners may reasonably agree in writing in the light of all the circumstances) ; or

(B)

if a distress or execution shall be levied or enforced upon or sued out against all or any substantial part of the property or assets of the Charterers and shall not be discharged or stayed within thirty (30) days; or

(ix)

if any consent, authorization, license or approval necessary for this Charter to be or remain the valid legally binding obligations of the Charterers, or to the Charterers to perform their obligations hereunder or thereunder, shall be materially adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed (provided that the occurrence of such circumstances shall not give rise to a Termination Event if the same are remedied within thirty (30) days of the date of their occurrence); or

(x)

if (a) any legal proceeding for the purpose of the reconstruction or rehabilitation of the Charterers is commenced and continuing in any jurisdiction and (b) the Owners receive a termination notice from the receiver, trustee or others of the Charterers which informs the termination/rejection of the Charter pursuant to the relevant laws, codes and regulations applicable to such proceeding.

(b)

Any Termination Event shall constitute a repudiatory breach of, or breach of condition by the Charterers under, this Charter or an agreed terminating event the occurrence of which will (in any such case) entitle the Owners by notice to the Charterers to terminate the chartering of the Vessel under this Charter and recover the amounts provided for in Clause 42(c) either as liquidated damages or as an agreed sum payable on the occurrence of such event.

42.

OWNERS’ RIGHTS ON TERMINATION

(a)

At any time after a Termination Event shall have occurred and be continuing, the Owners may, by notice to the Charterers immediately, or on such date as the Owners shall specify, terminate the chartering by the Charterers of the Vessel under this Charter, whereupon the Vessel shall no longer be in the possession of the Charterers with the consent of the Owners, and the Charterers shall redeliver the Vessel to the Owners. For the avoidance of doubt, in case of the termination of the Charter in accordance with 41 (a) (x) hereof, the Charter shall be deemed to be terminated upon receipt by the Owners of the termination notice set forth in Clause 41 (a) (x) hereof.

(b)

On or at any time after termination of the chartering by the Charterers of the Vessel pursuant to Clause 42(a) hereof the Owners shall be entitled to retake possession of the Vessel in accordance with Clause 29 hereof, the Charterers hereby agreeing that the Owners, for that purpose, may put into force and exercise all their rights and entitlements at law and may enter upon any premises belonging to or in the occupation or under the control of the Charterers where the Vessel may be located.

(c)

If the Owners pursuant to Clause 42(a) hereof give notice to terminate the chartering by the Charterers of the Vessel, the Charterers shall pay to the Owners on the date of termination (the “Termination Date”), the aggregate of (A) all hire due and payable, but unpaid, under this Charter to (and including) the Termination Date together with interest accrued thereon pursuant to Clause 36(d) hereof from the due date for payment thereof to the Termination Date, (B) any sums, other than hire, due and payable by the Charterers, but unpaid, under this Charter together with interest accrued thereon pursuant to Clause 36(d) to the Termination Date and (C) any actual direct financial loss suffered by the Owners which direct loss shall be determined as the shortfall, if any, between (a) the current market value of the Vessel, in the event that the Vessel is not sold within 3 months from the Termination Date, (average value as estimated by two independent valuers such as major London brokers i.e. Arrow Valuations Ltd, Barry Rogliano Salles, Braemar ACM Shipbroking, H Clarkson & Co. Ltd., E.A. Gibsons Shipbrokers, Fearnleys, Galbraith, Simpson Spencer & Young, Howe Robinson & Co Ltd London and Maersk Broker K.S. (to include, in each case, their successors or assigns and such subsidiary or other company in the same corporate group through which valuations are commonly issued by each of these brokers), or such other first-class independent broker as the Owners and Charterers may agree in writing from time to time) and (b) the Remaining Purchase Option Price (as defined in Clause 49.2 hereof) at any given time always taking into account any charterhire paid during the year to which the specified Remaining Purchase Option Price relates PROVIDED ALWAYS that if the said market value exceeds the aggregate of (A) and (B) and the Remaining Purchase Option Price, then the Owners shall pay the amount of such excess to the Charterers forthwith. The aggregate of (A), (B) and (C) above shall hereinafter be referred to as the “Termination Compensation”). Nevertheless, if the Vessel is sold or transferred within 3 months after the Termination Date, Clause 42 (e) shall apply.

(d)

If the Charter is terminated in accordance with this Clause 42 the Charterers shall immediately redeliver the Vessel at a safe and ice-free port or place as indicated by the Owners. The Vessel shall be redelivered to the Owners in substantially the same condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

(e)

Following the re-delivery of the Vessel by the Charterers after a termination of this Charter on the Termination Date, if the Owners subsequently intend to sell the Vessel, they shall notify the Charterers in writing of the potential sale and the potential sale price of the Vessel (the “Proposed Owners’ Sale Price”) whereupon the Charterers (or their nominee) may, within 3 days of such notification, elect to purchase the Vessel by paying an amount which is the higher of (I) the Proposed Owners’ Sale Price and (II) the aggregate of clause 42 (c) (A) and (B) and the Remaining Purchase Option Price (as defined in Clause 48.2). If the Charterers notify the Owners that they do not intend to purchase the Vessel or the Charterers do not respond to the Owners within such days’ period (or such longer period as the Owners may in their absolute discretion determine), the Owners may sell the Vessel on such terms as the Owners may deem fit but for avoidance of any doubt, in the event that the selling price of the Vessel exceeds the aggregate of Clause 42 (c) (A), (B), the remaining Purchase Option Price and all costs and expenses (including but not limited to brokerage fees and attorney’s fees) reasonably incurred by the Owners for negotiation, preparation, execution and performance of such sale, then any amount in excess of this should be paid to the Charterers.

43.

NAME

The Charterers shall, subject only to prior notification to the relevant authorities of the jurisdiction in which for the time being the Vessel is registered, be entitled from time to time to change the name of the Vessel. During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. Painting and installment shall be at Charterers’ expense and time. The Charterer shall also have the liberty to change the name of the Vessel during the Charter Period at the expense and time of the Charterers (including the legal charge for finance documents for the Mortgagee, if any).

The Owners shall have no right to change the name of the Vessel during the Charter Period.

44.

MORTGAGE and ASSIGNMENT

The Owners confirm that they are familiar with the terms of the assignment of insurances made or to be made by the Charterers in favour or the Mortgagee, and they agree to the terms thereof and will do nothing that conflicts therewith, excepting that the Owners shall be entitled to assign its rights, title and interest in and to this Charter to the Mortgagee or its assignee. Neither party shall assign its right or obligations or part of thereof to any third party without the written consent of the other.

In respect of the Vessel the Owners undertake not to borrow more than the respective purchase option prices as set out at the relevant milestone in Clause 49 hereof.

The Owners have the right to register a first preferred mortgage on the Vessel in favour of the Mortgagee (THE JUHACHI-SHINWA BANK, LTD.) securing a loan under the Loan Agreement under standard mortgages and security documentation. In which case, the Owners undertake to procure from the Mortgagee a Letter/Agreement of Quiet Enjoyment in a form and substance reasonably acceptable to the Charterers.

The Charterers agree to sign an acknowledgement of the Owners’ charterhire assignment or any other comparable document reasonably required by the Mortgagee, in favour of the Mortgagee. During the course of the Charter the Owners have the right to register a substitute mortgage in favour of another bank provided such registration is effected in a similar amount to the loan amount outstanding with the Mortgagee at that time and only if such substitute mortgagee executes a Letter/Agreement of Quiet Enjoyment in favour of the Charterers in the same form as that provided by the Mortgagee or the form reasonably acceptable for the Charterers. The Charterers will then agree to sign a charterhire assignment in favour of the substitute mortgage in a form as shall be agreed by the Charterers, which agreement not be unreasonably withheld. Any cost incurred by the Charterers shall be for Owners’ account.

Subject to the term and conditions of this Charter, the Charterers also agree that the Owners have the right to assign its rights, title and interest in and to the insurances by way of assignment of insurance in respect of the Vessel to and in favour of the Assignee in a form and substance reasonably acceptable to Charterers and the Assignee.

Owners shall procure that the exercise and/or enforcement of any mortgage and charterhire assignment which might interfere with or prejudice or adversely affect the Charterer’s use of the Vessel or other right of the Charterer under this Charter (including the purchase option of the Vessel) shall be subject to the terms and conditions of the Letter/Agreement of Quiet Enjoyment.

In the event that the Owners execute security of any nature (including but not limited to any mortgage, assignment of insurances) over the Vessel then the Owners hereby undertake and agree as a condition of this Charter to procure that the beneficiary of such security executes in favour of the Charterers a letter/agreement of quiet enjoyment in such form and content as is reasonably acceptable to the Charterers, and exercise and/or enforce of the beneficiary’s rights thereunder is subject to the agreement of a letter/agreement of Quiet Enjoyment before or after delivery of the Vessel.

45.

REDELIVERY INSPECTION

Prior to redelivery under Clause 42 hereof and without interference to the operation of the Vessel, the Owners, at their risk and expense, shall have the right provided that such right is declared at least 10 days prior to the expected redelivery date to carry out an underwater inspection of the Vessel by Class approved diver and in the presence of Class surveyor and Owners’ and Charterers’ representatives. Should any damages in the Vessel’s underwater parts be found that will impose a condition or recommendation of Vessel’s class then:

In case Class imposes a condition or recommendation of class that does not require drydocking before next scheduled drydocking. Charterers shall pay to Owners the estimated cost to repair such damage in way which is acceptable to Class, which to be direct cost to repair such damage only, as per average quotation for the repair work obtained from two reputable independent shipyards at or in the vicinity of the redelivery port, one to be obtained by Owners and one by Charterers within 3 banking days from the date of imposition of the condition/recommendation unless the parties agree otherwise.

b)	In case Class require Vessel to be drydocked before the next scheduled drydocking the Charterers shall drydock the Vessel at their expense prior to redelivery of the Vessel to the Owners and repair same to Class satisfaction.

In such event the Vessel shall be redelivered at the port of the dockyard.

46.

MORTGAGE NOTICE

The Charterers and place and keep prominently displayed in the chart room, master’s cabin, and engine room of the Vessel a framed printed notice in plain type reading as follows:

“NOTICE OF SHIP MORTGAGE”

“This Vessel is covered by a First Preferred Ship Mortgage given to THE JUHACHI-SHINWA BANK, a banking corporation duly organized and existing under the laws of Japan, having its head office at 1-11, Doza-machi, Nagasaki, 8500841, Japan, acting through its Kurume Branch at 2-1, Mutsumon Machi, Kurume City, Fukuoka, 8300031, Japan, its successors and assigns under the authority of the laws of the Republic of Panama. Under the terms of said Mortgage, neither the owner of this Vessel, any charterer, the Master of this Vessel, nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Vessel any liens, maritime or otherwise, other than the lien of said Mortgage and liens for crew’s wages or salvage.”;

47.

SALE OF VESSEL BY OWNERS

The Owners have the right to sell the Vessel to a reputable third party (“Purchaser’’) at any time during the Charter Period with the prior written consent of the Charterers and provided that (i) the Purchaser agrees to take over the benefit and burden of this Charter, (ii) such ownership change does not result in any reflagging of the Vessel, (iii) such ownership change does not result in the Charterers being obliged to increase any payment under this Charter, (iv) such ownership change does not increase the actual or contingent obligations of the Charterers under this Charter, and (v) the Charterers shall not be liable for the costs and expenses (including legal fees) incurred in the sale of the Vessel by the Owners under this Clause 47.

The Owners shall give the Charterers at least one month’s prior written notice of any sale.

Subject to 47.1, the Charterers and Owners undertake with each other to execute one or more novation agreements (or other documents required under applicable law) to novate the rights and obligations of the Owners under this Charter to the Purchaser such novation agreement(s) or other documents to be in such form and substance acceptable to the Charterers and such novation will be effective upon delivery of the Vessel from the Owners to the Purchaser.”

48.

CHARTERERS’ OBLIGATION OR OPTION TO PURCHASE VESSEL

1.	Charterers to have purchase option to purchase the Vessel starting at the end of 3rd year anniversary date of the Delivery Date at USD 6,600,000 net (the “First Purchase Option Price”) subject to Charterers declaration 3 months before such date.

Charterers further have an option to purchase, such purchase being declared at any time during the 3rd year and the 4th year and 5th year of the Delivery Date at the following price or pro-rata de-escalation until the maturity of the Charter Period (the “Subsequent Purchase Option Price”), provided that in any event Subsequent Purchase Option Price shall not be less than USD 1,600,000.- irrespective of the actual purchase date of the Vessel.


At end of 3rd year	:	USD 6,600,000
At end of 4th year	:	USD 4,100,000.-
At end of 5th year	:	USD 1,600,000.-

(The purchase option price of the Vessel to be calculated in accordance with Clause 48.1 and 48.2 hereof, whether the Final Purchase Option Price or the First Option Price or the Subsequent Purchase Option Price, hereinafter called the “Remaining Purchase Option Price”).

Immediately prior to delivery of the Vessel by the Owners to the Charterers under the PO MOA (as defined in Clause 48.4) the Parties shall execute a Protocol of Redelivery and Acceptance under this Charter (the “Redelivery Protocol”) and save in respect of any claims accrued under this Charter prior to the date and time of the Redelivery Protocol, this Charter shall terminate forthwith.

Upon the date of any written notification by the Charterers to the Owners of their intention to purchase the Vessel, the Owners and the Charterers shall be deemed to have unconditionally entered into a contract to sell and purchase the Vessel for the Remaining Purchase Option Price on and in strict conformity with the terms and conditions contained in the Memorandum of Agreement attached to this Charter as Exhibit A (the “POMOA”).

49.

MISCELLANEOUS

(a)	The terms and conditions of this Charter and the respective rights of the Owners and the Charterers shall not be waived or varied otherwise than by an instrument in writing of the same date as or subsequent to this Charter executed by both parties or by their duly authorized representatives.

(b)	Unless otherwise provided in this Charter whether expressly or by implication, time shall be of the essence in relation to the performance by the Charterers of each and every one of their obligations hereunder.

(c)

No failure or delay on the part of the Owners or the Charterers in exercising any power, right or remedy hereunder or in relation to the Vessel shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right or power or the exercise of any other right, power or remedy.

(d)	If any terms or condition of this Charter shall to any extent be illegal invalid or unenforceable the remainder of this Charter shall not be affected thereby and all other terms and condition shall be legal valid and enforceable to the fullest extent permitted by law.

(e)	The respective rights and remedies conferred on the Owners and the Charterers by this Charter are cumulative, may be exercised as often as the Owners or the Charterers (as the case may be) think fit and are in addition to, and are not exclusive of, any rights and remedies provided by law.

50.

COMMUNICATIONS

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, facsimile number or e-mail address appearing below (or at such other address, facsimile number or e-mail address as such party may hereafter specify for such purposes to the other by notice in writing):-

(i)	in the case of the Owners c/o Kotobuki Kaiun Co., Ltd.

Address : 3-2-4, Shiranuhi-Machi, Omuta-City, Fukuoka, 8360843, Japan

Telephone : +81-944-53-8100

Telefax : +81-944-56-8668

E-mail : vsl@kotobuki-kaiun.co.jp

(ii)	in the case of the Charterers c/o Navios Shipmanagement Inc.

Address : 85 Akti Miaouli Street, 18538, Piraeus, Greece

Telephone : 30-210-4595000

E-mail : ops@navios.com, legal@navios.com

tech@navios.com, legal_corp@navios.com

(iii)

in the case of the Brokers c/o ITOCHU Corporation

Address : TOKBR Section, 5-1, Kiya-Aoyama 2-chome,

Minato-ku, Tokyo, 107-8077 Japan

Telephone : 81-3-3497-2939

Telefax : 81-3-3497-7111

E-mail : tokbr@itochu.co.jp

A written notice includes a notice by facsimile or e-mail. A notice or other communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place.

Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received on delivery, any communication by e-mail shall be deemed to be received upon transmission of the automatic answerback of the addresses and any communication by facsimile shall be deemed to be received upon appropriate acknowledgment by the addressee’s receiving equipment.

All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

51.

TRADING IN WAR RISK AREA

The Charterers shall be permitted to order the Vessel into an area subject to War Risks as defined in Clause 26 without consent of the Owners provided that all Marine, War and P&I Insurance are maintained with full force and effect and the Charterers shall pay any and all additional premiums to maintain such insurance.

52.

INVENTORIES, OIL AND STORES

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumable stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery under this Charter and again on redelivery of the Vessel under Clause 42 hereof.

The Owners shall at the time of redelivery under Clause 42 hereof take over and pay for all remaining bunkers, unused lubricating oil (for avoidance of any doubts, the lubricant oil in the machinery is included), unbroached provisions, paints, ropes and other unused consumable stores (excluding spare parts) in the said Vessel at the Charterers’ purchased prices with supporting vouchers, provided that this payment shall be off-set against the Owner’s claim under Clause 42 to the extent the sum equivalent to such payment. However, the Charterers shall not pay to the Owners at time of delivery for any bunkers, lubricating oil, provisions, paints, ropes and consumable stores which the Charterers have supplied to the Vessel at the Charterers’ expense prior to delivery. The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

53.

INDEMNITY FOR POLLUTION RISKS

Charterers shall indemnify the Owners against the following Pollution Risks:-

(a)

liability for damages or compensation payable to any person arising from pollution;

(b)

the costs of any measures reasonably taken for the purpose of preventing, minimizing or cleaning up any pollution together with any liability for losses or damages arising from any measures so taken;

(c)

liability which the Owners and/or the Charterers may incur, together with costs and expenses incidental thereto, as the result of escape or discharge or threatened escape discharge of oil or any other substance;

(d)

the costs or liabilities incurred as a result of compliance with any order or direction given by any government or authority for the purpose of preventing or reducing pollution or the risk of pollution; provided always that such costs or liabilities are not recoverable under the Hull and Machinery Insurance Policies on the Vessel;

(e)

liability which the Owners and/or the Charterers may incur to salvors under the exception to the principal of “no cure-no pay” in Article 1 (b) of Lloyds Standard Form of Salvage Agreement (LOF 1990); and

(f)

liability which the Charterers may incur for the payment of fines in respect of pollution in so far as such liability may be covered under the rules of the P&I Club.

54.

TRADE AND COMPLIANCE CLAUSE

(a)

The Charterers and the Owners hereby agree that no person/s or entity/ies under this Charter will be individual(s) or entity(ies) designated under any applicable national or international law imposing trade and economic sanctions, including sanction, prohibition or restriction imposed on any specified persons, entities or bodies including the designation of specified vessels or fleet under United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Japan or United States of America (collectively, the “Sanctions”).

(b)	Further, the Charterers and the Owners agree that the performance of this Charter will not require any action prohibited by sanctions or restrictions under any applicable Sanctions.

(c)

Further to the above, Charterers shall take reasonable steps to confirm that at the date of this Charter Party and throughout the duration thereof, any sub-charterer of the Vessel (who is directly contracting with the Charterer in respect of the Vessel at any relevant time), the managers of the Vessel and the Vessel are not a sanctioned party/vessel under the Sanctions.

55.

ANTI-BRIBERY AND ANTI-CORRUPTION

The Charterers and the Owners hereby agree that in connection with this Contract and/or any other business transactions related to it, they as well as their sub-contractors and each of their affiliates, directors, officers, employees, agents, and every other person acting on its and its sub-contactors’ behalf, shall perform all required duties, transactions and dealings in compliance with all applicable laws, rules, regulations relating to anti-bribery and anti-money laundering.

56.	NAABSA Clause

The Owners agree to allow the vessels’ calls at any safe port/berth in Brazil, Argentina and Uruguay where it is customary for similar size vessels to lie safely aground.

(end)